NOTICE OF ANNUAL GENERAL MEETING OF MEKONOMEN AKTIEBOLAG (PUBL)
07 March 2011 18:00
The shareholders of Mekonomen Aktiebolag (publ), registration number 556392-1971, are hereby invited to attend the annual general meeting to be held on Thursday 14 April, 2011, at 3 p.m. at Mekonomen Gärdet, Tegeluddsvägen 82 in Stockholm, Sweden. Registration will open at 2 p.m.
Right to participate
A shareholder who wishes to attend the annual general meeting shall:
- be registered as a shareholder in the register of shareholders maintained by Euroclear Sweden AB as per Friday 8 April, 2011, and
- give notice of attendance to the company no later than Friday 8 April, 2011, in writing to Mekonomen Årsstämma, PO Box 7842, SE-103 98 Stockholm, Sweden, per phone + 46 8 402 90 47 or through a form available on Mekonomen’s website, www.mekonomen.se. When giving notice of attendance please state name, social security number, date of birth or corporate registration number, address, number of shares and day-time telephone number. In addition, Mekonomen asks shareholders to report the number of any assistants accompanying them to the meeting (maximum of two).
Shareholding in the name of a nominee
Shareholders whose shares are registered in the name of a nominee through a bank or other
nominee must, in order to be allowed to attend the annual general meeting, request to have their shares temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Shareholders who wish to request such re-registration must inform its nominee of this well before 8 April, 2011, when such re-registration must be executed.
Proxies etc
Shareholders may appoint one or more proxies. Shareholders who are represented by proxy must issue a written and dated power of attorney for their proxy. A power of attorney remains valid for a maximum of one year from its time of issue unless a longer validity period is specifically stated on the power of attorney, but not longer than five years from its time of issue. If the power of attorney is issued by a legal entity, copies of authorization documents (certificate of registration or similar) must be attached. The power of attorney, in original, and any authorization documents should sent by post well in advance of the Annual General Meeting to the following address: Mekonomen Årsstämma, PO Box 7841, SE-103 98 Stockholm, Sweden. Proxy forms are available for downloading from Mekonomen's website: www.mekonomen.se, and will also be sent by post to shareholders upon request.
Proposed agenda
1. Opening of the meeting.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda of the meeting.
5. Election of one or two persons to approve the minutes.
6. Decision as to whether the meeting has been duly convened.
7. Presentation of the Annual Report, the Auditors’ Report, the consolidated accounts and the auditors’ report on the consolidated accounts.
8. Address by the Managing Director.
9. Questions from the shareholders.
10. Decision concerning adoption of the profit and loss account and the balance sheet, the consolidated profit and loss account and the consolidated balance sheet.
11. Decision concerning allocation of the profit in accordance with the approved balance sheet.
12. Decision on discharge from liability of the directors of the Board and the Managing Director.
13. Determination of the number of directors of the Board and deputies of the Board, to be elected by the meeting.
14. Determination of compensation payable to the directors of the Board and Auditors.
15. Election of directors of the Board, Chairman of the Board, deputy directors and Auditor.
16. Determination of the guidelines for appointment of the Nominating Committee.
17. Guidelines for compensation to senior management.
18. Proposal for amendment of the Articles of Association.
19. Proposal for employees’ acquisition of shares in subsidiaries.
20. Proposal for authorization of the Board to issue new shares.
21. Closing of the meeting.
Decisions proposed by the Nominating Committee
Items 2, 13, 14 and 15 – Proposals concerning the number of Board Directors etc
In accordance with the guidelines decided upon at the 2010 annual general meeting, a Nominating Committee has been appointed. The Nominating Committee, which consists of Göran Ennerfelt, (Axel Johnson AB and subsidiaries) committee chair, Johan Lannebo (Lannebo Fonder AB), Åsa Nisell (Swedbank Robur fonder) and Eva Fraim Påhlman, proposes:
* Fredrik Persson as chairman to preside over the annual general meeting.
* Seven meeting-elected directors of the Board and no deputy directors.
* Directors’ fees totalling SEK 1,700,000, of which SEK 400,000 (2010: SEK 360,000) payable to the Chairman, SEK 300,000 (SEK 240,000) to the Vice Chairman, and SEK 200,000 (SEK 160,000) to each of the other non-executive directors, and no fees for committee work.
* Auditors’ fees payable on account.
* Re-election of directors Antonia Ax:son Johnson, Kenny Bräck, Anders G Carlberg, Wolff Huber, Fredrik Persson, Helena Skåntorp and Marcus Storch.
* Re-election of Fredrik Persson as Chairman of the Board.
Decisions proposed by the Board
Item 11 – Dividend and record date
The Board proposes a dividend of SEK 8 per share and Tuesday 19 April, 2011, as record date for dividend. Provided the annual general meeting adopts the proposal, Euroclear Sweden AB is expected to disburse dividends on Tuesday 26 April, 2011. The last day to trade in Mekonomen’s shares including a right to dividend is Thursday 14 April, 2011.
Item 16 – Appointment of Nominating Committee
The Board proposes that the annual general meeting resolve to adopt the following guidelines for appointment of the Nominating Committee. Mekonomen shall have a Nominating Committee consisting of four directors. The four largest shareholders of Mekonomen shall be entitled to appoint one member each. The four largest shareholders, based on the statistics of registered shareholders kept by Euroclear Sweden AB on August 31, will be contacted by the Board. If any of the four largest shareholders wishes to abstain from its right to appoint a member to the Nominating Committee, the right to appoint such member shall transfer to the subsequent largest shareholder. The Nominating Committee’s composition shall be publicly announced by Mekonomen as soon as the Nominating Committee has been appointed, however no later than six months before the annual general meeting. The Nominating Committee’s mandate period runs until a new Nominating Committee has been appointed. The Chairman of the Nominating Committee shall, unless the directors agree otherwise, be the member representing the largest shareholder. If a member of the Nominating Committee leaves the committee before its assignment has been completed or if a material change occurs in the ownership structure after the appointment of the Nominating Committee, the Nominating Committee’s composition shall be changed in accordance with the abovementioned principles. Changes in the Nominating Committee’s composition shall be publicly announced on Mekonomen’s website. Fees will not be paid to the directors of the Nominating Committee. The Nominating Committee’s assignment is to make proposals before the annual general meeting regarding the numbers of directors of the Board, the composition of the Board, the fees payable to directors of the Board and fees payable for committee assignments, if any. In addition, the Nominating Committee shall submit recommendations for the Chairman of the Board and on a Chairman to preside over the annual general meeting and, where applicable, on auditors and their fees. The Nominating Committee’s recommendations shall be publicly announced in connection with the publication of the notice of the annual general meeting. In connection with its assignment in general, the Nominating Committee shall fulfil the duties which, according to the Swedish Code of Corporate Governance, are incumbent upon Mekonomen’s nominating process, and at the request of the Nominating Committee, Mekonomen shall provide personnel resources, such as a secretarial function for the committee, to facilitate its work. Where needed, Mekonomen shall also be able to bear reasonable cost for external consultants which are deemed by the Nominating Committee to be necessary for the committee to fulfil its assignment.
Item 17 – Guidelines for compensation to senior management
The Board’s proposed guidelines for compensation and other terms of employment for the senior management are in agreement with the guidelines that were adopted by the annual general meeting in 2010. The senior management of Mekonomen consists of nine persons including the CEO. The proposal entails that Mekonomen shall offer its senior management competitive compensation and that the criteria for this shall consist of the importance of the employee’s work duties and competence, experience and performance. Compensation shall consist of a fixed base salary, variable compensation, pension benefit, other benefits and severance terms. The allocation between base salary and variable compensation shall be proportionate to the responsibility and authority of the member of the management. The variable compensation to the managing director and other management is based partly on the profit of the Mekonomen group and partly on individual qualitative parameters and amounts to a maximum of 60 per cent of the base salary for the managing director and a maximum of 33 per cent of the base salary for other members of the senior management. In addition thereto a separate program for variable compensation applies over three years for the management calculated on the result of the Mekonomen group for the financial years 2011 – 2013. The total cost for Mekonomen over the period for this program is MSEK 24. The criteria for deciding the amount for each participating member of the management in this separate program is decided by the Board. Other benefits consist mainly of car benefit and pension scheme. Pension benefits are paid with an amount based on the Swedish ITP-plan or the corresponding system for employees abroad. The pension qualifying income is the base salary. However, the managing director’s pension benefit amounts instead to a maximum of 29 per cent of the base salary. Severance pay upon termination from Mekonomen amounts to a maximum of 12 months’ salary.
Item 18 – Amendment to the Articles of Association
The provisions in the Swedish Companies Act on the manner in which notification is made of general meetings of shareholders and the timing of such notices have been changed effective 1 January 2011. The Board therefore proposes that the annual general meeting decide to amend Mekonomen's Articles of Association in these respects. The proposals entail that the current wording of § 11 first paragraph of the Articles of Association be amended to:
"Notices of general meetings of shareholders shall be issued by an announcement in the Official Swedish Gazette (Post- och Inrikes Tidningar) and through posting on the
company's website. At the time such notice is issued, information that the notice has been issued shall be advertised in Dagens Nyheter. Notices of ordinary general meetings and of extraordinary general meetings at which matters concerning amendments of the Articles of Association will be dealt with shall be issued not earlier than six weeks and not later than four weeks prior to the meeting in question. For notices of other extraordinary general meetings, the notice shall be issued not earlier than six weeks and not later than three weeks prior to the meeting."
With the purpose of facilitating the administration of i.a. the annual general meeting, the Board also proposes that a new paragraph is added to § 11 (as a new last paragraph) of the Articles of Association regarding the notification of assistants accompanying a shareholder to meetings of shareholders:
“A shareholder has the right to be accompanied by one or two assistants at a general meeting of shareholders if the shareholder notifies the company of the number of such assistants in accordance with the previous paragraph.”
A decision by the annual general meeting in accordance with the Board's proposal requires that it has the support of shareholders with at least two-thirds of the number of votes and shares represented at the annual general meeting.
Item 19 – Employees acquisition of shares in subsidiaries
The Mekonomen group of companies contains a number of companies which operate the approximately 180 Mekonomen stores throughout Scandinavia, so called store companies. There are 60 store companies which are owned partly by the store manager running each store. Mekonomen deems it important that said managers have an interest in the long term financial development of the store companies. With the purpose of increasing the long term commitment among the store managers also in the wholly owned store companies and to increase their interest in the proceeds of the stores, the board of directors proposes that the meeting decides that the employed store managers in the wholly owned store companies shall be entitled to acquire shares in the relevant store company by the means of a directed issue of shares or the purchase of existing shares, in order to make such store managers partners in the store companies. The thus acquired shares shall amount to a maximum of nine (9) per cent of the share capital in each store company. Mekonomen will thus hold shares corresponding to at least ninety-one (91) per cent of the share capital in each store company. The acquisitions shall be made at market value. Payment for such shares shall be made in cash. The acquisitions shall be completed no later than 31 December, 20101.
A decision by the annual general meeting in accordance with the Board's proposal requires that it has the support of shareholders with at least nine-tenths of the number of votes and shares represented at the Annual General Meeting.
Item 20 – Authorization of the Board to issue shares
The Board proposes that the annual general meeting resolve to authorize the Board to, for the time period until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights, adopt resolutions upon an increase of Mekonomen’s share capital through new issues of not more than 3,086,822 shares in the aggregate, i.e. corresponding to a total of ten per cent of the number of shares in the company at the date of this notice. Such decision on new issue may include provisions that payment shall be made in kind, through set-off or as else is set forth in chapter 13 section 5 paragraph 1 item 6 of the Swedish Companies Act. The Board is also authorized to further resolve upon other terms for such issue.
The reason for the proposal is to enable Mekonomen to issue shares as payment in relation to acquisitions of companies or parts of companies and/or of assets, which the Board deem to add value to the business of Mekonomen group companies.
A decision by the annual general meeting in accordance with the Board's proposal requires that it has the support of shareholders with at least two-thirds of the number of votes and shares represented at the annual general meeting.
Documentation etc
The total number of shares in Mekonomen at the day of this notice is 30,868,822, each entitling its holder to one (1) vote.
The Nominating Committee’s proposals, its motivating statement and information about the directors recommended for the Board are available on Mekonomen’s website: www.mekonomen.se and will be sent to shareholders, upon request, who provide their postal address.
The Annual Report, the Auditor’s Report, the auditor’s statement on application of guidelines for compensation and the Board’s complete proposal concerning items 17-20 on the agenda will be held available at the Company’s head office at Smista Allé 11 in Kungens Kurva, Sweden and on its website, www.mekonomen.se, as of Thursday 24 March, 2011. Copies of aforementioned documents will also be sent to shareholders who so request and state their postal address. All of the aforementioned documents will also be held available at the annual general meeting.
Shareholders are informed about their right under the Swedish Companies Act to request disclosures at the annual general meeting regarding conditions that could impact the assessment of an item on the agenda and conditions that could impact the assessment of the company's financial situation.
Stockholm, March 2011
The Board of Directors
MEKONOMEN AKTIEBOLAG (publ)
This is a translation of the Swedish version of the notice. In case of any discrepancies, the Swedish version shall prevail.